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AUTHORIZATION TO SELL AND OWNER?S STATEMENT

AGREEMENT dated ____________________2009 as set forth below between USA BUSINESS BROKERS, INC, 18950 U.S. Highway 441, # 109, Mount Dora, Florida 32757, (hereinafter "Broker") and ___________________________________________, whose address is __________________________________________________ hereinafter "Seller".


WHEREAS, Seller owns and wishes to sell the business known as:

Business's Name:

Business's Address:

City, State and Zip:

WHEREAS, Broker is actively engaged in the brokerage business, it is agreed as follows:

A. GOAL OF AGREEMENT

1. Broker agrees that it will exercise its best efforts to actively promote, solicit, advertise, and otherwise employ their services to secure the sale of the business. In consideration of the services to be rendered by Broker, Seller hereby grants to Broker an Exclusive Agency Right To Sell, exchange, merge or otherwise transfer the business herein described at the price and on the terms specified, or at such lesser price and upon such terms as Seller may hereinafter accept. It is expressly agreed that certain very narrowly defined transactions shall be excepted out of said exclusive agency right to sell. These transactions are defined as buy/sell agreements occurring between Seller and a buyer who has been brought into the transaction by Seller wholly and completely independently of Broker. Under such circumstances, the parties hereby agree that no commission shall be owed and payable to Broker.

 

B. DURATION

2. This Agreement shall remain in effect for 180 days terminating on______________________, and upon expiration of this initial 180 day period, may be renewed by a separate Agreement executed by both parties.

C. TERMS OF SALE

3. The price and terms acceptable to Seller are as follows:

a) Purchase Price: $____________________________________

b) Method of Payment:__________________________________________________________________________

c) Other Conditions: (see attached Exhibit "A" for additional details)

D. BROKERAGE FEE

4. Seller agrees to pay to Broker a cash fee at time of closing and at the closing in an amount equal to 8% of the total consideration (including non-cash consideration, if any) paid for inventory, fixed assets, other assets, goodwill, and all other items of value incident to and conveyed by the transaction.

E. METHOD OF DETERMINING BROKER?S ENTITLEMENT TO FEES

5. Broker will be entitled to its fee as set forth above with respect to any transaction consummated either during the term of this Agreement (180 days as described and defined above) or within two years after its termination with any Purchaser who has been registered, as described below, by Broker with Seller.

F. REGISTRATION

6. It is agreed that Broker shall cause a prospective purchaser to execute, prior to receiving from Broker any specific information related to the subject business, a Confidentiality Agreement in the form attached hereto as Exhibit "B".

7. Upon receipt by Broker of the prospective purchaser?s fully executed Confidentiality Agreement, Broker shall present to seller a Prospect Registration and Authorization to Release Information Agreement in the form attached hereto as Exhibit "C".

8. Upon receipt of said registration agreement by Seller, Seller shall note his receipt of same by executing it in the appropriate area and returning it to Broker. For purposes of the Registration Agreement, it is agreed that a signed facsimile transmittal shall be treated by the parties the same as a signed original.

G. DESCRIPTION OF BUSINESS

9. The primary activity of the subject business is ______________________________________________

______________________________________________________________________________________.

10. The subject business has been established for _____ years and has been owned by the Seller for the last ________________ years.

11. Form of Business: (Check One)

_____Corporation     (Circle One:    C Type finished, click Save or Cancel below.    S Type)?? _____Sole Change PermissionsProprietorship???? ????_____Partnership

_____Number of Employees: F/T______P/T______Monthly Expenses:_____________Lease Terms:$______________Years:______

Assumable:__________Owners Salary:__________________Franchise:______(if so attach agreement)?

12. For the last three years ending ______, _____, _____, the businesses gross sales are $___________, $___________, and $__________.

13. Seller agrees to provide Broker, within two weeks of the date hereof, copies of Profit and Loss Statements and Balance sheets at year end for the last three business fiscal years.

H. GENERAL PROVISIONS

14. Seller represents and warrants that the information furnished and to be furnished is accurate and current as of the date furnished, and that the Seller will promptly notify Broker of any changes. Broker shall be entitled to rely in good faith upon such representations and Seller shall indemnify Broker from any liability arising there from.

15. Seller agrees to promptly cooperate with Broker in completing Broker?s Business Profile form, attached hereto as Exhibit "D", providing necessary data about the subject Business, and agrees to provide Broker and bona fide Purchasers with verification of financial data, including, where applicable, income and sales tax returns.

16. If the subject Business to be sold is owned by a corporation or partnership, the person or persons signing this Agreement as Seller represent(s) that they are duly authorized by the stockholders and directors of the corporation or partners of the partnership to sell the business. In the event the stock of said corporation, or any part thereof, is sold, transferred or exchanged, the action will be construed by all parties as a sale and the agreed Brokerage Fee shall be paid to Broker as provided above.

17. This Agreement expresses and contains the entire agreement between the parties and there are no other agreements, oral or written, express or implied, between the parties hereto. This Agreement may not be modified except by in writing signed by both parties.

18. If any litigation including appellate proceedings shall be required by Broker to obtain payment of the commission fee, and Broker shall be the prevailing party, Seller shall be obligated to pay a reasonable attorney?s fee together with costs and expenses incident to said collection action. The parties hereby agree that the courts of the State of Florida shall have jurisdiction over any dispute arising out of or in connection with this Agreement. Venue shall lie in the county of the location of the principal business office for the Seller or, if said office is not located in Florida, in the county of the location of the principal business of Broker.

Seller and Broker represent that they have carefully read this Agreement and fully and clearly understand it, and that each party has a true copy hereof.

Dated at ____________________________ this _________ day of _________________, 2009.

SELLER:                                                                 USA BUSINESS BROKERS, INC.

___________________________________              _______________________________________
Seller?s Signature                                                    John Sliman, Broker

___________________________________              _______________________________________
Date                                                                       Date